Annual General Meeting in Portugal: What Companies Need to Know

Holding an Annual General Meeting (AGM) in Portugal involves strict timelines, clear shareholder rights, and real consequences for non-compliance. This article helps legal, tax, and compliance professionals understand the rules, from deadlines to dividend decisions, so companies can stay compliant and efficient.

What is the legal deadline to hold the AGM?

Article 376 of the Commercial Companies Code requires companies to hold their AGM within three months of the fiscal year end. Companies preparing consolidated financial statements or using the equity method receive an extended deadline of five months.

Can an AGM be postponed or rescheduled?

The law does not provide a detailed process for postponement. However, Article 377 covers the rules for convocation. Therefore, if rescheduling becomes necessary, the board must issue a new notice in line with the convocation requirements.

What happens if the AGM is not held on time?

Missing the legal deadline brings consequences. Article 377(3) states that companies which fail to convene the meeting face legal penalties. Compliance with deadlines, therefore, protects the company from unnecessary risks.

Who can call the AGM and what notice is required?

The chair of the board usually calls the AGM. In certain cases, the court, supervisory board, or general council may also convene it. The law requires at least one month’s notice for physical meetings and 21 days when using registered letters.

How can the AGM be conducted?

Companies may hold the meeting in person, but they also have the option to use written votes. This method allows shareholders to adopt resolutions without gathering physically, providing flexibility while still respecting the law.

What are the quorum and voting rules?

Article 383 explains quorum requirements. On the first call, most resolutions pass regardless of attendance. However, matters such as amendments to the articles, mergers, or dissolutions need at least one-third of the share capital represented. On the second call, decisions can proceed regardless of attendance, provided a minimum 15-day interval separates the meetings.

Article 384 sets the rule that one share equals one vote. Companies cannot allow plural voting. Shareholders lose their right to vote when conflicts of interest arise, such as disputes with the company. Voting by correspondence is allowed, but it requires procedures to check authenticity and confidentiality.

How do shareholders appoint proxies?

Article 380 allows shareholders to attend the AGM by appointing a proxy. The proxy must have a signed written mandate that the company keeps on record.

Article 381 adds stricter obligations. Proxies apply only for the specific meeting and can always be revoked. The mandate must include details about the meeting, agenda, access to documents, and voting instructions. Importantly, companies and board members may not solicit proxies directly. If a shareholder provides instructions, the proxy must either follow them or decline the mandate immediately.

What goes on the agenda?

Article 376 defines the main agenda points:

1. Approval of the management report and accounts;
2. Application of results;
3. Evaluation of management and supervision;
4. Possible dismissals; and
5. Necessary elections.

Shareholders holding 5% of the capital may request new agenda items. They must send their request within five days of the convocation’s publication.

How are financial statements prepared and approved?

The board must prepare and present the management report and accounts at the AGM. If all shareholders also act as managers, unanimous approval may replace a formal meeting unless the company falls into categories requiring oversight. Companies subject to an audit must present the statutory auditor’s report alongside the accounts.

Once shareholders approve the financial statements, the minutes must be filed in the Commercial Register within two months. In addition, companies must submit the annual IES tax declaration by 15 July. Failure to meet this tax deadline leads to fines ranging from €300 to €3,750 and, in severe cases, administrative liquidation.

When do corporate changes take effect?

Decisions on director appointments or other changes generally take effect immediately from the AGM date, unless the articles of association specify otherwise.

How are dividend decisions handled?

Under Article 217, shareholders must distribute at least half of the available profit as dividends, unless a three-fourths majority decides differently. Companies must pay dividends within 30 days, with an extension of up to 60 days in exceptional cases. Managers or supervisors can only receive their profit shares after shareholders receive theirs.

What are the signing and archiving rules for AGM documents?

The chairperson, secretary, and board sign the AGM minutes. If minutes are recorded on loose sheets, safeguards against falsification must be applied. Shareholders may also request a notary to draft the minutes, and such documents remain valid even without every shareholder’s signature. Article 63 of the Code requires companies to archive minutes carefully, including mandatory details such as identification, agenda, deliberations, and voting outcomes.

How are changes and filings published?

Under Articles 166–170, companies must publish changes such as director appointments or structural modifications online. Acts become binding on third parties only 16 days after publication, making timely compliance essential.

What penalties apply for non-compliance?

Article 528 sets fines of €50 to €1,500 for managers who fail to submit reports or block their submission. Further penalties apply for late financial or tax filings. Therefore, proper preparation prevents unnecessary sanctions.

What’s next?

Managing an Annual General Meeting in Portugal requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article Annual General Meetings in France: Key Rules and Risks.

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